Kat Got Your Tongue
by Sheepsquatch
Summary: Kat doesn't like the mall. It's loud, it's crowded, and she isn't exactly fond of her circle of friends. But after catching a glimpse of a certain white-haired lad in the crowd Kat hatches a plan to make this day at the mall just a bit more interesting for her. Lincoln hasn't the faintest notion of what he's gotten himself into, but the end result just might surprise him.


**A/N: Hello once again most gentle and auspicious readers, Sheepsquatch here with yet another tale for the hungry masses. Yet again the subject for this story revolves around one of the plethora of background characters endemic to the Loud House, can you tell I've developed a theme yet? I just can't help myself, it's so much fun coming up with little personalities for those consigned to the sidelines, though I should probably write something involving actual characters next time.**

 **Meh, I digress. The one under the spotlight this time is a young dark-haired lass known as Kat, and that's her actual name! She has an entry on the wiki and everything! Of course I had to embellish a little... shh! Don't tell no one~**

 **Disclaimer: I do not own the Loud House nor any of its characters. The Loud House and all its properties are owned by Chris Savino and Nickelodeon Studios, this is merely a work of fiction for the purposes of entertainment.**

* * *

The din of the mall was all-pervading, ceaseless in its onslaught as it penetrated the senses and drowned the psyche in its unremitting noise. The endless masses gathered: a bustling throng of swinging arms, men carrying towers of boxes, screaming employees swept along with the tide, clamoring children wailing for treats and toys, and more than a few answering swears ringing high and clear above the cacophony of shoppers. The swarm ebbed and flowed like the tide, carrying people from store to store, dropping them off only to pick up another load to swell the ranks. Like a horde of army ants, they descended on a hapless vendor or unprepared store and within minutes left naught but shredded remains, a sobbing cashier, and a lingering sense of self-loathing.

None of this was unusual of course. The Royal Woods Mall was the only one in the county and with such a monopoly it could afford extra amenities to ensure things stayed that way. With not only a plethora of unique stores this veritable galleria of luxuries could boast such conveniences as an arcade, an auditorium for concerts, and even their own mall jail. And that's to say it wasn't some backroom with a lockable door, this was a cell. With actual steel bars.

Malls in other Podunk locales rightly feared the shoppers 'round these parts.

There were, of course, others attending this fine establishment; shoppers all the same but apart from the rest of the rabble. No, these highfalutin clienteles were cut from a different cloth than other patrons, the kind that had never even seen a bargain bin before. Where these people walked the crowds parted and employees scurried aside like common vermin.

We're of course talking about teenage girls. Rich teenage girls. Or, rather, the teenage daughters of rich men whose credit cards keep mysteriously disappearing. Voracious predators, they stalk the aisles and stores, constantly vigilant for official (not to mention expensive) products to sate their appetites for authentic leathers, sensual fragrances, a pair of shoes they'll wear once and forget about, and other assorted accessories or what-have-you's.

In fact, there would appear to be… yes! A quartet of them, just over there by the food isle. Four young ladies, barely even teenagers, sitting at a table and discussing such important topics as what Stacy was wearing yesterday and why it was trash, or why their parents are literally Hitler, and of course the ever-prescient topic of what she said he said they said she said. The discussion was becoming heated, though one of the group sat noticeably apart from her fellows.

Kat Ketchum sat at the far end of the table, separate from the rest of the group, immobile and impassive as a statue she stared out across the throngs of busy shoppers. They left little impact on her, these faceless blurs, and considered them the same way one might a prop in the background. The noise was another matter, she hated coming to the mall when it was busy like this. She could barely hear herself think.

"Uh, Kat? Earth to Kat, are you listening girl!"

Slowly Kat's eyes rolled back to her friends. With her position at the end of the table she could properly assess each one of her compatriots as they huddled around each other. Of the three only Chrissy, the oldest of the group, had the metaphorical balls to keep Kat's nonchalant gaze. Kat held the glare with just the right amounts of subtle indifference mixed with just a dash of blatant hostility.

"Not really," Kat said, with a flourish of hair and a roll of the eyes. She gave a carefully measured smirk as the rest of group cowered under such an overwhelming display of apathy.

Yes, in the grand scheme of things Kat maintained a certain position of power throughout all facets of social interaction. Under normal circumstances the top of the totem pole was normally reserved for the biggest, the oldest, the strongest of the pack; but for the refined, the cultured, other factors came into play.

Kat was, simply put, the richest of the group. The rest of them were the daughters of lawyers, bankers, and the odd software engineer that made it big. New Money would be the moniker, but Kat was Old Money. With a pedigree on both sides and at least three trust funds it was practically a guarantee that Kat would never have to work a day in her life. Hers was a lineage that made its fortune long ago and took every conceivable step to maintain their dynasty. No yachts or private jets for this reclusive family, such grandiose displays of wealth were for the recently rich. Easy come, easy go as her father once said, and she took it to heart.

So too did the group, and like jackals following a tiger they regarded her with a strange mix of admiration and trepidation.

Chrissy swallowed the lump in her throat and her eyes drifted down to the table. "Oh, you know," she said lamely, "just what Stacy said about, um…"

"Why would I care about what Stacy said," Kat asked, grateful that she had taken the time to practice her aloofness last night.

At first the girls reacted in the usual manner: a bit of cringing, a general refusal to meet her eyes, if they had tails they'd be between their legs and hugging their stomachs.

Alas, the moment was short-lived. Not but a few seconds later Chrissy's head shot back up with a downright evil smirk and she nodded in agreement.

"Oh totally," the little toady tittered, and her words drew the others to like moths to a flame. "Stacy's a total-"

She leaned forward, and an air of expectancy washed over the table as the other girls sat there, tense and ready with wry smiles and glancing eyes.

"- _Bitch_!"

And there it was. It was all Kat could do not to roll her eyes as the other girls at the table all cackled. Chrissy sat there at the head, clearly proud of herself and soaking in the adulation of her peers. Such audacious displays were unwarranted in Kat's eyes, but then she was only twelve were Chrissy was thirteen. In the eyes of the rest of the group she had crossed that mythical barrier separating child from teen and so she flaunted the powers that came with this transition.

It was just tasteless, Kat thought, and watched as her rival's eyes narrowed just a fraction as she coolly regarded her. This little rivalry was no secret to the rest of the pack, but to acknowledge it would be to shatter the fragile peace that enthralled the group. When Chrissy left they'd talk behind her back to Kat, and Kat knew beyond a shadow of a doubt that the opposite was true as well.

It was a delicate situation, and part of Kat knew the only reason the status quo had remained in her favor was because she was simply untouchable. So long as she maintained this façade of control she kept her place in the hierarchy.

With a screech of metal on tile Kat scooched her chair back and planted her hands on the edge of the table. Three pairs of eyes swiveled over as the other two girls ever-so-slightly shifted closer to the oldest of the group. Kat regarded them calmly, indifferently, pausing just for a fraction of an instant as her gaze fell on her rival. Though Chrissy's grin radiated smugness it was to Kat's satisfaction that the older girl was unable to hold her stare and broke it off with a cough.

"I'll be right back," Kat said, evenly and without question. And with that said she stalked off into the growing crowd, disappearing effortlessly into the mob as she ducked and weaved through the tightly-knit throng of shoppers. She had become quite good at the routine and was honestly thankful for the distraction it provided. After but a scant few moments she had finally reached her destination and pushed open the doors.

The silence was immensely gratifying, and Kat gave a sigh of pure infiltered relief as she drank it in. Nobody actually used mall bathrooms so here she could at least get away for a few minutes. With a bemused snort Kat meandered over to the sink and turned it on, cupping her hands to fill with water to feel the cold. But the cool water did little to unburden her thoughts and with a small frown Kat analyzed her face in the mirror.

Was that rude, just now? Leaving the table like that. It probably was, they were her friends after all, she thought to herself, ignoring that niggling reminder in the back of her head that she was pretty sure she heard Chrissy whisper something unsavory as she left.

With a snort Kat leaned forward on the sink and looked closer at the mirror, taking stock of her appearance and carefully measuring her makeup as she absentmindedly stroked her waist-length black hair. She looked at her eyes in the mirror and frowned.

Kat knew she wasn't exactly… normal. Hell, one of her earliest memories was of her elderly grandfather looming over her with a gummy smile and rheumy eyes, laughing as he asked her if she wanted him to buy her a pony. Kat thought long and hard about it, which immediately indicated something probably wasn't right, and she could still remember the shocked faces of her elders as she asked her grandfather where she would even put a pony.

Yes, troubling behavior. She didn't mean to, of course. These things just, well, happen. She was growing out of it though and now her only real worries were keeping the others in line. A tedious operation, and one she found quite draining. One can only take so much gossip, shopping, bickering and general all-around bitchiness before it started grating on the nerves.

At the same time, you couldn't miss it; every second away from the table was just another excuse for them to talk behind your back. Kat knew this all too well, and with a sardonic chuckle Kat dried off her face, smoothed out her red coat and polka-dot skirt, and put on her best sarcastic smile.

For a second there was something else there, a flash of something in her eyes underneath the mask.

With a snort and a shake of her head Kat turned on her heels and pushed open the door. The noise smacked her in the face with all the force of a brick wall and Kat let a scowl slip past as the cacophonous row of the mall rang in her ears. Meandering through the crowd with her usual grace she couldn't help but sigh as her eyes caught a glimpse of her friends by the food court. All of them there, gathered up at the end of the table, giggling to each other with sneers on their faces, their eyes bright and nails sharp as they pointed out to people in the crowd and whispered in each other's ears. Whatever was said must have been funny because it always brought a fresh wave of laughter as the girls jostled one another and pointed to a fresh new victim. That fat guy working in the clothing store, the skinny nerd piling up horror movies, the old woman tripping on the floor, the buck-toothed dork with white-

Kat sucked in a lungful of air through clenched teeth as her eyes followed the flash of white through the crowd. Her eyes darted back to the table, to the laughing faces of her friends as they bragged and jeered with each other. They hadn't noticed her yet…

Kat took a step back and let the crowd swallow her up.

He wasn't hard to follow, she had his hair to thank for that. Short of a blizzard there was precious little he couldn't stand out in and within seconds Kat had homed in on him like a hornet on a picnic; always keeping a respectable distant with no less than two fat people nearby to duck behind just in case he turned around.

After a good ten or so minutes of trailing him to the other side of the mall it seemed that Lincoln had finally come to his destination and Kat stopped just short of following inside so as to gawk at the store front.

The comic book store, a veritable fortress of nerdery the likes of which young Kat had never before been privy to. Within these hallowed halls lay the great sacred tomes of geekdom: the tabletop games, the rows of comic books from all manner of publishers, posters of scantily-clad superheroines and a veritable treasure trove of over-priced collector's figurines.

It was too much, and Kat shielded her eyes from the sight. In the safe confines of her impenetrable social circle such displays were to be mocked, ridiculed, enjoyed only by the very dregs of society. Nerds, geeks, dorks, their names hissed in scorn and fit only to be denigrated and derided for their choice of not being cool.

Kat gulped, looked both ways, took a deep breath, and with her usual mask of nonchalance walked in.

It wasn't at all what she was expecting. Not that she was really sure what to expect mind, but a girl hears horror stories about these kinds of places and her friends were always talking about how creepy the guys in these kinds of places were. A few heads turned her way sure, but it wasn't like any of them approached her, most of the guys in here seemed too interested in the rows of comics in front of them to start anything.

Kat felt a little put-off to be frank.

Trying to keep her cool Kat turned her head this way and that before her eyes caught that familiar flash of white and with all the grace of her feline namesake she crept up the isle and tucked herself away to ogle in peace.

Lincoln Loud stood not but three feet away, delicate fingers dancing along the edges of shelves as he hummed to himself. The eleven-yr. old wasn't exactly much, scrawny and wiry with pale white hair and chipped buck teeth he gave the impression of a rabbit; cute in his own way but also perpetually tense and on edge, well aware of his position at the bottom of the food chain.

Kat crossed her knees and bit her knuckle as Lincoln bent over to look at the bottom row.

From the relative safety of her position she could a faint sigh and peered just a bit closer to see Lincoln holding a comic in his hands. It was a fairly hefty looking one compared to the others, with the words "Omnibus" and "Ace Savvy" dominating the front. Lincoln held the book in his hands and gingerly ran the back of his hand down the spine. He flipped the book and looked at what Kat could only assume to be the price, heard that tell-tale sigh again, and watch as the obviously crestfallen boy put the book back on the shelf.

Kat waited for Lincoln to meander off before creeping out of her spot. Grabbing the book Kat gave it glance and narrowed her eyes. It was just another one of those superhero things boys like, though she was pretty sure this Ace Savvy guy was in a few movies too. Not really her style, but if he liked it…

She turned the book over and harrumphed. $50, mere chump change for her. But then, it was no secret that the Loud family wasn't exactly affluent. Effluent maybe, depends on who you ask. Point is money is tight in a family of thirteen, especially when the parents are a chef and a dentist. Did he even get an allowance?

For the past couple of minutes or so the gears in Kat's mind had been a-turnin' and now something had begun to take shape. It wasn't something she was familiar with, nor something she was really comfortable doing, but a little voice in the back of her head told her to go for it and Kat had never fancied herself a coward.

And so, clutching the comic tight to her body, Kat grinned as a plan came to her.

* * *

Lincoln Loud hummed a little ditty to himself as he perused the aisles of comics. It was a personal favorite of his, one Luna's own compositions. A little rough around the edges sure, but she made it and that meant he loved it. And besides, whenever she heard him sing one of her songs she'd just smile and laugh, and he could tell he'd just brightened up her day a little.

Now, if only _his_ day could be brightened up a little.

With a groan Lincoln scratched the back of his head and glumly considered his position. It would be an understatement to suggest Lincoln had no money. Heck, he probably owed money! And the word allowance might as well be the name of some mythological creature as far as he was concerned. Full-blown brawls for spare sofa change were a weekly occurrence in his neck of the woods and personal possessions were jealously guarded should one sibling or another get a little too excited come next garage sale (or just decide to pawn something off for a quick buck).

Yes, money was tight at the Loud House; they weren't exactly poor of course but their parents made no bones about it, the family lived on a budget and that's just the way it was. Lincoln especially felt the sting of the scenario; unlike Lola and Lisa who got money from their pageants and inventions or Luan and Lori who had jobs to supply their income, Lincoln had only what he could occasionally scrounge up and hoard away from the prying eyes of his sisters. A modest sum, but the years had taught the boy the benefits of frugality and he lived by those merits to the best an 11-yr. old could possibly hope to aspire.

Examining a pristine issue of _Musclefish vs. the Martians_ Lincoln suddenly felt a chill run down his back, soon followed by a petite if somewhat forced cough. The kind of noise somebody makes when they don't want to make a scene but want to make sure you know you're going to be turning around now. It also sounded feminine, though that did nothing to alleviate his fears. Slowly turning around Lincoln found himself stunned, much like an antelope before a leopard. Only not at all like that, because it wasn't actually a leopard. Worse, it was a teenage girl.

Kat Ketchum, the richest, prettiest, and all around most intimidating girl in all of Royal Woods stood not but a few inches away from him, hand on her hips and a little grin on her face. He imagined it was the kind of grin a shark would give a seal and Lincoln gulped. It wasn't that he was afraid of her per se, it was more like he was afraid of what she could say about him; what little social standing he still possessed was hanging on the very edge of oblivion and it was a pretty long drop.

Lincoln swallowed the rising apprehension in his throat, tried to give a little smile, and waved at her.

"H-hey Kat. How's it going?"

The grin spread further, and Kat's eyes lit up. "Better now," she said, and Lincoln shuddered at her soft tone.

"T-that's good," Lincoln mumbled, trying not to look her in the eye. Kat took a step forward and he took one back only to find himself pressed against a bookshelf.

"I couldn't help but notice though," she said, finger on her chin, "that you aren't."

"O-oh?"

Kat smirked and with a dramatic flourish produced what she had been hiding behind her back.

There it was, the symbol of his desires. The entire _Ace Savvy vs. Lady Specter Omnibus_ , a veritable chronicle of not one, not two, but all three arcs. It was beautiful, it was legendary, it was critically acclaimed on anonymous image-boards!

It was also a clean fifty smackeroos.

Kat's grin was positively blinding as she leaned in close. Lincoln whimpered a bit, both at the grin and the fact she was close enough for him to smell her lavender perfume.

"I could get it for you," she said, and not unkindly either. There wasn't a hint of malice to be detected there, and while he and Kat weren't exactly acquaintances Lincoln hadn't known her to be a liar. Still, there was something there all the same, a certain hitch in her breath that gave Lincoln pause and made him nervous.

"Why would you do that," he asked genuinely curious. It wasn't everyday a pretty girl talked to him, (and she was pretty, _very_ pretty, especially so up close) much less offered to buy something for him, and he'd be a fibber if he didn't say he wasn't just the bit intrigued. There was also the chance he'd get to score a comic out of this, and that wasn't something a boy just passes up.

Kat shrugged. "I'm bored, and none of my friends are here today. I want company, you want this comic, seems like a fair trade to me."

Lincoln thought long and hard about this. On the one hand this whole scenario just reeked of a trap. C'mon, the prettiest and most popular girl in school wants to hang out with him? Knowing his luck, she would just lead him back to her friends where they'll laugh at him, or maybe to some jealous ex-boyfriend.

But then, on the other hand, a pretty girl wanted to hang out with him. And she was going to buy a book for him too!

Kat noticed the indecision on his face and frowned. "W-well," she stammered, "do you want it or not? I like to think I'm being more than generous here. It's not like you could afford this anyway!"

Now that made Lincoln scowl. He wasn't rich, not like Kat was. Hell, they were barely Middle Class with all their expenses. The last thing he wanted was to be reminded of this, especially by some snob. But before he could tell her off something stopped him, some niggling part in the back of his mind that couldn't help but point out that stammer just now, the way she was looking at him. Was it just him or did she really seem like she wanted him to come along?

"Hmm," Lincoln muttered, finger on his chin and lips pursed in thought. In front of him Kat watched, her eyes wide and mouth set in a thin tight line, the one hand holding the comic in a relaxed grip while the other was clenched tight as a vice. Lincoln looked her in the eyes, gave a small reserved smile, and nodded his head.

"Alright then, sounds fair to me."

For a second Kat stood there, in what Lincoln thought was remarkably similar to a shocked expression. Why was that, did she not expect him to say yes? Whatever it was the expression was gone just as soon as he noticed it as Kat coughed into a fist and composed herself back to her usual expression of general indifference.

"Good," she said, and without another word spun on her heels and began walking off. Lincoln dutifully followed her up to the register, watched her hand the bemused register peon a crisp $50 bill, and when all was said and done meandered after her as she exited the comic book store. Truth be told he wanted to stay there a bit longer, check out some other stuff, but he wasn't about to press his luck; she'd already given him a glare when he offered to hold the bag for her, probably thought he'd just take off with it.

He was a little annoyed by that, when Lincoln gave his word he liked to think he followed through with it. Still, she didn't know that, this was easily the longest time he'd ever spent in her presence and they'd only said, what, ten words to each other?

"Loud!"

Kat's voice tore Lincoln from his thoughts and the poor boy reluctantly rushed off after his "friend."

The first stop couldn't come any quicker. All attempts at conversation had fallen flat and the awkwardness was practically palpable for the both of them. It confused Lincoln at first, she was so insistent on getting him to come with her but now that they were out she was so… hesitant? Yes, that was it, constantly looking over her shoulders to make sure he was following her or glancing off suddenly down the aisle as if they were being watched. It honestly put him on edge so when they finally ducked into a store he was so relieved he didn't even bother checking to see what it was.

Then he looked around and it all just came rushing back.

"So, what do you think," Kat asked, pensive and indecisive. In one hand she held a simple purple one-piece bathing suit, no silly frills or anything fancy like that. In the other she held a red two-piece, nothing immodest by any stretch of the imagination but for an 11-yr. old boy on the cusp of puberty seeing a girl wear shorts would be enough to set him on edge and Lincoln couldn't help but blush when the image of her wearing the suit flashed in his mind.

Not that this was the only reason he was blushing. A girl's clothing store wasn't exactly where he imagined himself spending his day, thankfully the older women paid him no mind, but he was sure a few teenagers were giving him the once over. This all just compounded when Kat promptly dragged him over to the underwear section and the stares turned to sniggers as the red-faced lad was forced to wait on the preppy girl and help her with her "selections."

Faced on all sides by panties and bras every single nerve in Lincoln's body was screaming at him to bolt. And he had half a mind to, but then he'd look at Kat's purse, or more precisely the treasure held inside, and he'd remind himself of what rewards lay in wait for his subservience.

After all, he thought to himself, it wasn't like this was the worst thing ever.

"Lincoln!"

Lincoln snapped to attention and focused entirely on the glaring girl in front of him. She waved the swimwear around a bit and Lincoln gulped as his eyes raced between each piece. He wanted to say the one-piece, if only so she wouldn't tease him for picking the more risqué option, but his eyes must've lingered because ever so slowly Kat lowered the one-piece and raised the two-piece, her eyebrows raised and a downright scandalous grin spreading across her face.

"A-ah," Lincoln stammered, "w-well, um, it's your color?"

If Lincoln's intention was to alleviate his mounting embarrassment he failed miserably, as the grin only grew and much to the boy's horror he could see from the corner of his eye several other girls all nodding their heads approvingly.

"Good, I think this one suits me better anyway," Kat said, and resumed shopping. Years of indulging in his sister's habits had built up Lincoln's tolerance for this much dreaded activity, but there's only so much an 11-yr. old boy is expected to put up with before the monotony of it all starts to wear thin.

He kept his cool though, he bit his tongue at every word, hid his blushing face as a few more of the ladies in the shop took notice of the "young couple." Even now, waiting outside the changing room with a scowl on his face and arms heavy with clothes, Lincoln had to put up with the whispers and little knowing smiles.

Bah! What did they know? Nothing, that's what! And they weren't cute together either!

Every couple of minutes she'd emerge with some new, frilly, and more than likely expensive piece of clothing and she'd ask him what he thought. His first inclination was to ask why she cared what he thought but thankfully Lincoln wasn't a complete moron and he bit his tongue at the last second. Years of living with girls had taught Lincoln that it didn't matter _why_ she asked only that she _had_.

So, Lincoln, in lieu of doing something grandiose and no doubt foolish, opted instead to tell the truth. If he thought it was great he told her so, if he didn't like he'd… well he wouldn't say all that, but he'd say something like how the other outfit highlighted her eyes or went better with her shoes or whatever. His sisters always ate it up and it seemed to be doing the trick here too if her little surprised smiles were anything to go by.

She had a pretty smile, Lincoln suddenly thought. He wished she'd do it more.

Kat on her part seemed to appreciate the comments, carefully whittling down her choices until she was close to the finish. At least Lincoln hoped so, his arms were getting tired. With a sigh the boy looked forward, caught an eyeful of the lingerie aisle across the way, and immediately averted his red face up to the ceiling were he desperately hoped they weren't having a sale in sexy attic wear.

God, the second-hand embarrassment of this place was going to be the death of him he thought, trying desperately to will the blush away before Kat came back out. Thankfully the heat in his face slowly began to dissipate just as he heard the door creak open and Lincoln turned over to see what new outfit she wanted his opinion on.

There she stood, her pale, flawless skin practically radiant in the fluorescent store light. Her raven hair shining majestically as it flowed in the lemon scented air-conditioned breeze. The burgeoning curves of her young body accentuated by the gentle confines of her red embroidered swimwear, her toned belly exposed and laid bare.

The heat came back, and Lincoln gulped.

Lincoln Loud had seen girls in bikinis before. He had several older sisters after all, the two oldest of which were very well developed and certainly had more to show off than the young 12-yr. old girl in front of him.

But they weren't her, Lincoln realized. They weren't there, right in front of him. They weren't standing there, face just as red as his and body trembling ever so faintly as she waited for what he had to say.

She was so pretty. Stunning. Beautiful…

Kat's face flashed an even harsher shade of scarlet and she turned her head away as Lincoln suddenly realized he had just said that last one out loud.

"G-good," Kat stuttered, a voice just a bit higher than what Lincoln was used to hearing from her. She ran her fingers through her hair, looked at him from over her shoulder for just a second, then dashed back into the stall.

Lincoln stood there, slack-jawed and pale faced. He had just said that. He had just said that out loud. He had just called Kat Ketchum, the richest girl in the whole school, heck the whole state, beautiful. That part wasn't really all that exciting, he'd thought it plenty of times, he'd even said it once or twice within the confines of his room. But to say it to her face!

Before Lincoln could get too far down that rabbit hole Kat emerged from the changing room, flipped her hair with her usual nonchalance, and walked over to the frankly terrified boy. Before Lincoln could even conceive of saying anything to her she grabbed the outfits she wanted from Lincoln's arms and started walking off to the register; leaving Lincoln holding the unwanted remains and with a vague certainty that he was pretty sure he had seen her smile just before she ran back into the changing room.

* * *

Kat shouldered her purse as they left the store, keeping it nice and tight against her body and feeling the extra weight of the comic tucked safely away inside. Her little trump card as it were. Behind her Lincoln followed, hands full with his own load.

"I don't get it," he said, voice slightly straining from the cargo he'd been saddled with. "If you were only going to buy like three outfits why'd you try on so many back in the store?"

Kat looked over her shoulder and grinned at the poor clueless boy.

"Because that way I know what I look good in, so I can come back and get it later," she explained, like it was the simplest thing in the world. Lincoln thought about that for a minute, then promptly told her he didn't get it. That was to be expected though, she thought, he was just a boy after all.

As they walked Kat reminisced. He liked her clothes, he thought she was pretty. Kat's face flushed red and she smiled to herself. He said she was beautiful, nobody had ever said that to her. Boys called her pretty, that is when they weren't too intimidated to even talk to her, but Lincoln was the first boy to ever call her beautiful. It felt good.

Suddenly Kat stopped as a single thought raced through her mind.

"Do you swim," she asked.

Lincoln grinded to a halt behind her and desperately tried to regain his balance. He looked at her in confusion and thought over the question. "Yeah, I can swim," he finally settled on.

Kat rolled her eyes and said, "I should certainly hope so, but that's not what I asked."

Lincoln knit his brows together until the semantics of the question finally registered. "Oh! I mean, I used to. Haven't been to the pool or anything in a while, we got kicked out." He nodded his head, caught the look Kat was giving him, and started stammering. "I-I mean, it wasn't my fault or anything, ten sisters remember. The littler ones can be rowdy. And the older ones sometimes…"

He still got flashbacks every time someone said Marco Polo.

Kat watched the boy shudder with a bemused grin and thought it over.

"The one on Main Street?"

"Lynn threw a beach ball at a lifeguard hard enough to break his nose."

"Figures. The one down by the school?"

"Lana messed with the pumps and next thing everyone knew sewer water was getting pumped into the pool."

" _UGH_! Alright, what about the one down on-

"Luan," was all he said, and apparently that was all he felt he needed to say.

Kat snorted and slowly nodded her head. "What about the Country Club?"

Lincoln snorted at that. "The Country Club," he asked, as if he hadn't heard her right. "Yeah right. Like I could ever get into there." He laughed a little at that, it was a bitter sound and he looked everywhere but at Kat's face as he made it.

Kat turned around and flipped her hair. "Right, I suppose you've never been there. Only people with money are allowed in there," she said, and started walking again. "But," she added as Lincoln scowled at her, "just make sure you have a bathing suit anyway."

Lincoln stopped short as the invitation hung in the air and her words danced around in his head.

Was that…

Did she…

Lincoln blinked once before a small smile slowly crawled across his face and he raced after Kat's retreating figure.

Not a word was said between them as Kat lead him to their next objective, but this time it felt somewhat less awkward for Lincoln, mostly because this time he was too preoccupied with his thoughts to notice it.

So lost in thought actually that he didn't quite register he had followed Kat into another store until the smell had smacked him in the face with all the subtlety of a gorilla. Eyes watering and nostrils burning Lincoln reeled back and groaned as the familiarity of it all came rushing back.

 _Saphoria_ , the bane of his existence. How any times had he been dragged into this hell, by his sisters, by his mother, and now by Kat. What had he done to deserve this?

If Kat noticed the boy's predicament she wasn't having any of it and walked into the store with nary a peep. How could girls do that, could they not smell? No, if that was the case Leni and Lori wouldn't get mad at him when he couldn't tell the difference between perfumes.

Kat must've noticed him stalling because she stopped right at the edge of the entrance and looked back at him. Lincoln gave her a strained grin and said, "I can wait out here." A mistake on his part, and Kat made sure he knew it with a glare and wag of her purse. Lincoln sighed the song of defeat and dutifully followed her inside.

"Don't even try and weasel your way out of this Loud," Kat snarled, and Lincoln nodded his head. The young girl harrumphed and tossed her hair. "You're lucky I'm so nice," she said, not noticing the glare Lincoln was giving her back. "You promised you'd keep me company and that means doing what I want," she continued, stopping at the lipstick aisle where she began to scrutinize the contents.

"Your right," Lincoln replied, immediate and robotically. He glanced around and found to his mounting sorrow a veritable plethora of other boys, all of them following a girl with bags and boxes in their arms. Whenever one of them met eyes they'd give him a nod and a sympathetic half-hearted smile. Lincoln had seen this phenomenon before, but it wasn't until now that he truly recognized it, sympathized with it.

Oh God, the horror…

"Well?"

"I was listening!" Lincoln shouted, snapping to attention. Kat jumped a bit at the outburst before fixing him with an even glare.

"What did I say then?"

Lincoln stood stock-still, sweat dripping down his forehead and his eyes swiveled from her frowning face to the shelves of lipstick around her to finally the two pairs she held in her hands.

"You asked me which one looked best," Lincoln said with a smug little grin.

Kat's glare did not abate as she placed her hands on her hips. "Well then?"

Lincoln's blinked and bit his bottom lip. In her hands she held two pairs of lipstick, both of them red. That was it. Okay, maybe one of them was lighter shade but he honestly couldn't tell the difference.

"I don't know… the left one," he said, pointing at it.

Kat looked down and held out her left hand in front of her face, carefully examining the color and texture of the makeup with a critical eye.

"Nope," she finally said after a minute of scrutiny, and put it back on the shelf. She paused for only a second to give Lincoln a flat glare before turning away with a flip of her hair and a huff. Lincoln watched her walk off, slack-jawed in disbelief and face glowing red.

"Why'd you even ask then!" Lincoln shouted after her but could only groan when he was summarily ignored. With a grunt he rearranged the boxes and bags in his arms and followed, grumbling under his breath as she led him over to the nail polish.

As Kat poured over the myriad of styles and colors Lincoln glowered, not necessarily at her though, more so at the situation in and of itself. A pretty girl you've barely ever even talked to buys you a comic and makes you walk around the mall with her, so you can hold her bags all the while asking what you thought about her bathing suit and her make-up and if you can swim and was it just him or was she flirting?

Oh God, was she?! The thought alone was enough to send Lincoln into a stupor. Lincoln liked to think himself a Casanova in the making but this was an entirely different ballgame right here. Should he flirt back? What, and have her call him a creep! But, c'mon, what else could it be? But, what if it wasn't?

He wouldn't just be a loser for getting turned down, he'd be a social pariah. He'd probably get beat up, and then her parents would have him arrested. He was too young to be making license plates!

Lincoln gulped and tried to focus on the shapely figure in front of him. He couldn't figure her out, one minute she was nice and the next mean as a snake.

Sure, she was pretty, but she was haughty. Her attitude was definitely something that couldn't be overlooked. He almost liked the way she just didn't care, how she said and did whatever she wanted and just expected people to go along with it. But, at the same time, it was a real pain in the keister when you were on the receiving end of it. Even if she did have long pretty hair, and nice skin, and was it just him or didn't her eyes just sparkle whenever she-

Oh no.

Lincoln took a deep breath, held it for a few seconds, then let it out nice and slow. Externally he was cool, calm, collected. Internally he was a ticking timebomb of hormones and all-around awkwardness about to go off.

What should he do? What should he say? Should he do anything? He'd heard Lori and Leni talk about boys being "out of their league" when it came to girls, was this one of those things? Well whatever it was he better decide now because she was turning around again.

Lincoln stood up straighter than guard at Buckingham Palace and smiled as Kat turned sideways and looked at him.

"What's your favorite color?"

"Err, orange."

Kat's face scrunched up and she turned back to the aisle without another word.

Well that didn't work. He was tempted to ask her what was wrong with orange but decided against it. No, what this needed was something different. Lincoln knew how to apply makeup sure (courtesy of Lola's administrations) but when it came to brands he was a fish out of water. But if there was one person who did, one person whose opinions he valued, one person whose intensive knowledge of cosmetics he could trust and rely on, it was Leni.

And, as it happened, he knew exactly what brand Leni always got.

"How about that one," Lincoln pointed out, glowing with pride.

Kat flicked her gaze over and actually flinched at what she saw.

"Why on Earth would I ever get that?" she asked, back still turned so she couldn't see Lincoln's rapidly deflating smile.

"W-well, umm, my sister always gets it so-

"Your sister has bad taste," Kat interrupted without even a second's thought, turning back to the aisles. "Tell her to buy something that isn't watered down oil next time you see her come here, I mean really a girl should know how to take care of herself at the very least, is she completely retarded," she said. Behind her Lincoln stood with his mouth gaping and his eyes widened, the bags in his arms rustling as his arms shook.

"Cheap crap," she added as an afterthought, no real malice in her tone, not even derision. Just pure and simple fact, like she was saying people breathed air. Indifferent to what she had said, indifferent to his meager attempt at flirting, but more importantly indifferent to his reaction.

Eventually Kat found what she was looking for and immediately set off for the perfume aisle. She called to Lincoln to follow, not noticing the way he bristled at her words, to the way his face had gone red, to the sound of his teeth grinding. Not even noticing the glare he was drilling into the back of her head.

No, Kat was in her own little world. And why shouldn't she be? Things were going so great! Not only was she actually hanging out with Lincoln, but they were talking. She was talking to him and he was holding her stuff like an actual b-b-boyfriend~

Sure, she had to bribe him, but that was just a minor setback. Next time he'll come with her because he'll want to. The thought of it made Kat feel all warm and happy inside, she hadn't felt this good in ages.

In fact, so caught up in the moment of it all was she that she started to hum a little ditty as she perused the fine samples of fragrances the store offered. Let's see… Flowerbomb Bloom? Nah. Fan Di Fendi? Pfft. Burberry? Yeah right. Pheromone Musk? Kat looked over her shoulder at Lincoln and blushed, gonna put that under maybe. Lolita Lempicka? Sounds Russian.

"What do you think," Kat asked, picking up the bottle and eyeing the contents.

"Who cares."

Kat held the bottle close, peering at the label so intently she almost missed what Lincoln said. But then, slowly, she lowered the perfume and turned around to give the white-haired lad an even glare.

"What was that," she growled. Lincoln puffed his chest out and held her stare with his own. Kat turned it up a notch and watched in satisfaction as the sullen boy practically deflated under her experienced glower.

"They're all the same anyway," Lincoln muttered, frowning as he looked down at the ground. Kat huffed and shook her head. What the heck was his problem, things were going so well but now he just had to get all huffy with her didn't he.

"They are not all the same, why do boys say that?" Kat said in an even, flat tone that belied just how irritated she was getting with his little attitude. If Lincoln wanted to get crabby she'd show him a thing or two. "Look, just stand there and I'll show you."

"Waitaminute," Lincoln sputtered as Kat moved closer, the bottle held out.

"Don't be a baby, it won't hurt you or anything," Kat chided. Lincoln glared at her but all the same relented, turning his head so she could spray the air. Kat nodded in satisfaction and shook the bottle. "After all," she continued, "it's not like you couldn't do with a hint of fragrance yourself."

"Hey," Lincoln snapped, turning his head back, "what's that supposed to-

* * *

"I CAN'T BELIEVE YOU!"

"ME! What did _I_ do!"

"You got me kicked out of my favorite store!"

"Oh, I'm sorry, but which one of us the one that got sprayed in the eye again!" Lincoln snarled, pointing at his left eye, screwed shut but still watering and no doubt still red from its earlier ordeal.

Kat whirled around, and Lincoln couldn't help but jump when he saw the absolute fury on her red face.

"That's still your fault, it wouldn't have happened if you hadn't turned around. God, I just wanted you to do one thing, it wasn't even a big deal why did you have to make it one, it's just perfume!"

Lincoln straightened up and glared right back. He might've bitten off more than he could chew here but if she thought he'd just take it because he was scared of her then she had another thing coming.

"Maybe I didn't want any to begin with," he said, "and you're one to talk about attitude problems y'know."

"And what is _that_ supposed to mean," Kat shot back, her face practically incandescent. "I seem to recall you being the one that tried to stir things up back in the store. The store I'm not allowed back in by the way! They didn't even let me buy what I picked out. God, I've never been so embarrassed, how anyone can take you anywhere is beyond me."

"Oh, can it!" Lincoln shouted and took a fleeting measure of satisfaction at the Kat flinched at his tone. "You're the one that started it when you made fun of my sister."

Kat blinked and leaned back, "Sister?" she asked, honestly confused. "When did I make fun of your sister?"

"When you said that she had bad fashion sense," Lincoln intent on driving his point across thought he couldn't help but notice Kat's bewilderment at his accusation.

Kat stood there for a second before it dawned on her. "Ohhh, the nail polish," she said, then nodded her head. "It's hardly my fault she's too stupid to take care of herself."

Lincoln face went scarlet and steam radiated off his trembling body. A few passerby instinctively took notice of the little lover's spat and retreated a safer distance away to watch.

"And for that matter," Kat continued, taking the time to flip her hair and huff, "I don't feel like you have any room to take offense to anything I might say. After all," and here Kat turned to sneer at Lincoln, "I did buy you that little book of yours. All I wanted in return was a little company and you couldn't even do that right. Do you have any idea how lucky you are, how many boys would love to be where you are right now? I mean honestly, a little twerp like you should be honored I even took the time to- OOF!"

Wherever Kat expected her little rant to get her it probably wasn't with all her boxes and bags getting shoved into her chest. With an oomph Kat was pushed back and she looked down at a fuming Lincoln with wide eyes and her mouth in a small O. Lincoln wiped his hands off, gave her a smile, and without another word turned on his heels and started to walk off.

"W-wait. Wat a minute! HOLD ON, WHERE ARE YOU GOING!?" Kat screeched.

"Shut up!" Lincoln snapped, turning around to face her. Kat's mouth snapped shut and Lincoln walked right up to her. She was a bit taller than him, so it wasn't as intimidating as it probably should've been but just the fact that he was talking back to her at all was enough to keep her quiet as Lincoln went off like an atom bomb.

"I didn't ask you to buy me anything, you did that yourself! And only because you wanted me to carry around your stuff all day. And you expect me to be happy to do it, like it's such an opportunity, such a privilege to carry your crap all day and listen to you complain and insult my family. What's wrong with you?!"

Kat took a step back and cast a nervous glance around the mall. It seemed that they had developed a little audience now and Kat could feel her face heating up as all their eyes alternated between them.

"L-look, alright, you're mad, I get it," Kat whispered, holding her hands up, "how about we just talk about it somewhere else." Kat nodded her head towards the throng and Lincoln looked at the muttering crowd with disdain.

Now, under most circumstances Lincoln would be mortified to have all this attention focused on him. But then, under most circumstances Lincoln hadn't just been paraded around, been insulted, had his eye sprayed with perfume, and then be told he should be thankful for the experience.

"You think I care about them," Lincoln shouted, waving his arm at the crowd. "I don't care about anything anymore. Not about them, not about that comic, and not about you." Lincoln saw the way she flinched at that and smiled. "You said you were bored right, about how none of your friends were around? Well I bet that's a lie. I bet they were just sick and tired of your attitude and left you."

"Shut up," Kat whispered, her trembling hands clenched tight enough to dent the boxes in her arms.

"I'll bet you don't even have any friends!"

"SHUT UP!" Kat screamed back.

The mall was silent, even the muttering of the crowd had stopped as everyone reeled from the sheer volume of Kat's outburst. In fact, by now several mall goers had begun walking off, the confrontation too awkward even for them. Neither of the kids noticed, focused only on each other as they glared and bared their teeth.

"Don't talk to me like that," Kat snarled. Lincoln only snorted at the display and shook his head.

"Why? Are you the only one that gets to insult people. You think people can't talk back to you because you're rich or something, so everybody has to toady up to you? Well guess what Kat Ketchum, I'm not. I'm sick and tired of you making fun of me and my family and I'm sick of you. Keep the stupid comic, I don't ever want to see you again."

Lincoln had been expecting her to shout. He was expecting her to yell, to scream and rave and maybe even curse. Maybe she'd reach into that bag take out the comic and tear it up. Maybe she'd even smack him, he could take it.

He wasn't expecting the gasp. He wasn't expecting her to cry like that. He wasn't ready for the way she looked at him, mouth quivering and head slowly shaking.

"…You don't mean that," she whispered. She started to back up and clutched the boxes and bags Lincoln had stuffed into her arms tight to her chest. "You don't mean that…"

Lincoln watched slack-jawed and red-faced as Kat started to sob and without another word turned on her heels and took off.

And just like that the haze of righteous indignation that had enveloped Lincoln dissipated, leaving nothing more than deflated and guilty young boy. Lincoln didn't like seeing girls cry, much less being the reason, and though there was still that tiny little hint of irritation at what she had said to him Lincoln hadn't wanted to make Kat cry.

What did he want then? An apology would've been nice, but he'd probably gone too far with that friendless comment there for that. At the very least it would've been something, anything to justify how crappy he was feeling right now.

Scuffing his shoe on the ground Lincoln looked around and found himself more or less alone. The whole debacle had proven too embarrassing for most of the other shoppers and the few that had stuck around were either pointedly avoiding looking at him or didn't seem to care one way or the other.

That was something at least, Lincoln thought to himself as he stuffed his hands into his pockets and meandered off in the opposite direction Kat had gone. Alone with his thoughts and the memories of the encounter to accompany him Lincoln was forced to watch the whole scene play out over and over again in his mind like some bad movie.

And not those fun bad movies either, like _Exterminators 5: Rise of the Exterminators_ , or _The Return of Sheepsquatch_ , or those _Date Night_ romcoms him and his mom liked to watch. Ooh, speaking of which he heard a fourth one was coming out; but it was in the future and they had kids, so he wasn't sure it was going to be as good not that any of the sequels were any better than the first of course but still-

"God, I can't believe her!"

Lincoln grinded to a halt and stepped aside as a trio of well-dressed and haughty looking girls walked past him. One of them briefly paused to give him a sneer but aside from that he doubted she even noticed he was there. Normally Lincoln would've just written them off and gone along with his awful day, but for some odd, inexplicable reason Lincoln leaned back and pricked his ear out to catch the tail-end of their little convo.

"Oh totally," the oldest looking girl said, "that's just _so_ like Kat to do that."

Lincoln blinked and swiveled his head around to watch the chatty trio walk down the corridor. He shouldn't, it was practically suicide to try and get closer to them. Besides, they just confirmed it right? Kat is a bad friend, why else would they be talking about her like that.

Lincoln nodded, turned back, and started walking. To his credit he made it about five ft. before he spun around and raced after the girls, ducking behind cover and other shoppers every time they turned, desperately trying to piece together the snippets of their conversation.

"God, she just thinks she's so much better than us, doesn't she?"

"Oh, I know, just because her whole family's always been rich or whatever. It's like, reality check, nobody likes you anyway so don't even front, okay."

"Yaaaaas, she's, like, so annoying. All she does is just sit there and when you try and talk to her she either doesn't get it or doesn't care. Like, okay, you're rich and all, but you're so not cool and the only reason we even let you hang out with us is because you're, well, rich."

The conversation kinda fell flat after that as what followed was basically ten straight minutes of some of the nastiest trash talk Lincoln had ever been subjected too. Also, dang, that tall one had a foul mouth for a 13-yr. old. Calling her names, calling her stupid and ugly, calling her a… a _bitch_. Just because she didn't like to talk about people behind their backs, because she didn't like making fun of nerds, because she didn't care about what Stacy was doing or whatever. Lincoln listened with wide eyes and his mouth set in a thin, tight line as the girls laughed at each new insult like it was the paramount of comedy at its finest.

"And also," the oldest one said, her mouth set in a dangerous smirk as the others leaned in like vultures to catch whatever fresh snippet of gossip she was about to divulge in. "I'm pretty sure she has a crush on that little loser Lincoln Loud."

Squeals and gags accompanied this little announcement as the other two expressed notions of disbelief and disgust in equal measure. They weren't the only ones as Lincoln's mouth gaped and some of the earlier memories, the ones of Kat blushing and stuttering and looking over her shoulder to make sure he was still following, started to run through his mind.

"Oh my God," one of the girls screeched, "that little dweeb? UGH!"

"I know right," the other said, "he's such a little spaz. Him and his whole family of poor losers."

A trio's worth of laughter peeled through the air as the girls sauntered off through the mall, unknowingly leaving a dazed and thoughtful Lincoln behind them.

Lincoln leaned against a pillar and held his head in his hands, massaging his temples as he sighed.

What he'd seen and heard just now, that didn't excuse the way Kat acted, but it certainly put things into perspective. If _that_ was what she thought friendship was, was what she thought relationships were like, how she thought people were supposed to act…

He'd messed up.

That thought ran through his mind and mingles with a still image in his head, one of her crying and shaking and looking at him like he'd just torn out her heart and stomped on it.

He'd messed up.

Lincoln took a deep breath, dragged his hands down his face, and should anyone had been watching him they might've been startled that such a normally docile child as Lincoln Loud could ever look so determined. Spinning on his heels Lincoln took off down the mall, running past security guards, leaping over fat people in their electric wheelchairs, and shoving past a trio of very well-dressed and very irate girls.

He'd messed up.

But he was going to fix it.

* * *

The stall door opened slowly, it hinges creaking as the bottom dragged across the linoleum floor.

To say Kat didn't look so good would've been an understatement. It would probably warrant a quick punch to the head too.

Makeup running down her face, eyeliner and mascara tears staining her cheeks, lipstick smeared, and blush thoroughly delayered she looked all the world like some new breed of teenage zombie. The shambling and moaning probably didn't help either.

With something between a hiccup and a sob the poor girl stumbled over to the sink and unceremoniously stuck her face under the faucet and turned it on. The cold water felt refreshing and the sting of it distracted her for a few precious seconds.

It wasn't until the almost painful numbness from the cold had settled in that Kat decided she had enough and with a creak of the faucet she shut off the water and raised her head up to the mirror. She barely even recognized the sad girl looking back at her. It wasn't that she was ugly, even without her makeup Kat Ketchum was still a very lovely young lady, it was something deeper than that.

Kat Ketchum was not a girl that wore her emotions on her sleeve, she wasn't a girl that let things get to her, she was a girl that knew what she wanted and knew how to get it and didn't let things or people get in the way.

This tear-stained red face, this quivering frown, that frayed hair; none of these things were Kat Ketchum. This sadness, this depression, it wasn't her.

But it was what she deserved.

She'd messed it up. She'd messed it all up and now it was ruined, she'd never get another chance like this. Why was she like this? Why did she always have to act like such a… such a _bitch_! She couldn't just let the mask down for one afternoon could she, couldn't just try and have a good time, couldn't leave well enough alone, couldn't help but ruin everything. And now Lincoln hated her, he was never going to talk to her again, it was ruined before it had even started, and Kat didn't know which was worse: it being over or her actually thinking something was there to begin with.

Kat sniffed and wiped her face with a jacket sleeve. She was tired, she _felt_ awful, she _looked_ awful, and she wanted to go home. She wanted to go home and sleep and probably cry a little more and then maybe curl up under the bed and die. And maybe eat a whole tub of ice cream too. Yeah, that sounds good, let's pencil that in somewhere between crying and dying.

With something between a whimper and a sob Kat meandered over to the bathroom door and desperately wiped at her eyes one more time before pushing them open and shambling out into mall.

Lincoln Loud was waiting for her, sitting by the discarded bags and boxes she had tossed to the floor as she ran into the bathroom to cry. He held his head in his hands as he sat there, his knees in his chest and his eyes focused on the floor. Or at least they were until the door slammed shut behind her and his head shot up.

Kat stood still, not even breathing as their eyes met. She moved her mouth to say something, but nothing came out aside from the odd mumble or two. Lincoln's face seemed to switch from relief to sadness randomly until finally deciding to split the difference and settle somewhere between the two emotions.

Kat sucked in a breath through her teeth. She should probably be angry, or at the very least put-off. But to be honest she didn't have the energy for it and without a word she shambled over to the wall Lincoln was leaning against and slid down, sitting right beside him so close their arms were practically touching.

Neither of them said a word for what felt like ages, simply sitting there in each other's presence and trying to work through the mess they had found themselves in.

"I'm sorry," Lincoln finally said, his eyes trained on the trashcan over to the right where he was honestly considering throwing himself away in.

Kat shook her head and leaned against his shoulder. "Don't be," she replied, "you were right."

"No," Lincoln insisted, "it was an awful thing for me to say, to do. I embarrassed you in front of all those people and made you cry." He leaned into her and the two and turned his head to try and look her in the eye. "I really am sorry."

Kat swallowed and nodded once, twiddling her thumbs. "How's your eye," she asked suddenly, reaching out to trace the swollen outline.

"Still hurts a bit," Lincoln mumbled, seeing no reason to lie about it. "I'll be better by tomorrow."

Kat frowned and bit her bottom lip. "Then I'm sorry too," she said, "if it weren't for me then your eye wouldn't hurt. I shouldn't have made you follow me around all day. I just…" And here she cut herself off, embarrassment from what she knew she'd have to say flooded up and it was all she could do to try and keep eye contact with the boy in front of her. "I just wanted someone to hang out with today."

Kat looked down to the ground, but Lincoln followed, craning his neck and bending over to look at her reddening face.

"You could have just told me that, I'd have hung out with you," he whispered, and smiled at the way her blush only deepened. Lincoln sighed and reached an arm around Kat, praying desperately that he wasn't coming across as a major creep right now as he pulled her stiffening body in for a side hug.

Kat seemed to hang there for a moment, stiff and quiet in his arms. But then, ever-so-slowly, she leaned further into the embrace, wrapping her own arms around the boy as she nuzzled her head into his chest.

The motion coupled with the dawning fact that he was seriously hugging a girl right now got a chuckle out of Lincoln and the awkward silence dissipated as Kat joined in until the two of them were laughing and hugging and crying just a little bit as well but that was just fine, better to let all these emotions out than bottle them up.

"I'm sorry," Kat said again into Lincoln's chest, "I just… I just wanted a friend. You're right Lincoln, I don't have any friends, at least not any real ones."

"I know," Lincoln replied, grinning sheepishly when Kat craned up to look at him. "I, um, kinda ran into your _friends_ earlier."

Kat lowered her head back down and groaned. Lincoln chuckled a little, but it was a bit forced this time around. A question he needed to ask was eating away at his chest and he dreaded asking it even as he opened his mouth.

"Why do they talk about you like that?"

Kat breathed deep and traced a circle on Lincoln's scrawny chest with a finger. "It's just how it is," she said, her tone listless and hollow. "It's always been like that. You talk trash about others and when you're gone they talk behind your back too. Everybody always making fun of each other but never to their faces, but you know it's happening and it's all just so… so tense. Everybody's on edge all the time and it's like you have to be popular and you can't like things or it's just more ammo for them to use and I hate it!"

Kat huffed and puffed and when she had finally got her breath had the forbearance to at least appear rueful of her little outburst. All the while Lincoln sat there in thought, digesting all the new information he had been given. Finally, he turned his head back and looked Kat in the eyes.

"That sucks."

Kat snorted and started to chuckle at that, holding a hand up to her mouth. Lincoln smiled at the sound and silently marveled at how nice her laughter sounded, and he wondered if she even knew.

"I'll be your friend."

Slowly the laughter died down and Kat turned to look at him, a queer mix of astonishment and absolute happiness on her face as she took in what he had just said. Lincoln smiled and nodded his head in conviction. Yeah, he'd be her friend, a real friend.

But first, time for some ground rules.

"First thing's first," Lincoln stated, taking note of the way Kat was literally taking notes. "Don't make fun of my sister's tastes. Even if they are bad." Kat blushed and ducked her head down, memories of his earlier chastisement were still fresh in her mind and if saying this Leni girl had bad taste was enough to bring that out of the boy she shuddered to imagine how he'd react to an actual insult.

"Second," Lincoln continued, "don't bring up money. I get it, you're rich, I'm poor, don't bring it up and don't treat me like a pack mule either. And lastly," he went on, lowering his tone and reaching out to cup his hand under Kat's chin so she'd look him in the eyes. "Don't think you have to bribe me to get me to be your friend. I'm not like those girls, the only person you have to be to impress me is yourself."

Lincoln watched the way her eyes sparkled, and her face went red, and he felt his own heart skip a beat and was secretly thankful for all those mother-son romcom nights for that little speech there.

Kat smiled and nodded her head, agreeing to his terms and shaking his hand to seal the deal. And with all that said and done Lincoln dusted off his jeans, stood up, and offered his hand. She took him up on his offer and though he trembled at how soft she felt he managed to keep his footing enough to haul her up.

She tried to complain when he picked up all her boxes and bags and he told her he still had a favor to fulfill. And besides, friends carry things for friends, especially friends that are boys for friends that are girls. Not that he was a boyfriend of course. Well, he was a friend, and he was a boy, and she was a friend that just so happened to be a girl, and they were together at the mall, but it wasn't like that. Not that he'd object of course! Not that he was suggesting anything of course!

Kat laughed and cut off the ramble by hooking an arm around his and leading him off into the mall.

"OH. MY. GAWD. KAT!?"

Oh, gosh darnit.

Slowly both kids turned around, Lincoln's already pale face a few extra degrees south and Kat's stuck between a grimace and a smile.

"O-oh, uh, hey girls," Kat called out, unhooking her arm from Lincoln's.

"Like, is that why you ditched us," the redheaded one chided, giggling at the sight. It wasn't a nice sound that giggle, less like a little girl's and more like a hyena's that just spotted a baby by itself.

"Are you, like, on a date with that charity case?" the brunette chittered, ever the fourth wheel.

"E-er, well, that is…"

"Oh, leave her alone girls," Chrissy admonished, stepping towards the couple. With a flip of her blonde hair and a sneer on her face the teen leaned in and unleashed her coup de grâce. "I think it's sweet she's taking her grandpa out to the mall."

Kat didn't hear them laughing, she was sure they were but for some reason all she could hear was a dull ringing in her ear. Something compelled her to turn around and Kat looked and saw Lincoln, his buck-toothed freckled face set in a deep frown, one arm filled with her boxes and bags and the other up in his snowy locks. He sniffled a bit, she could hear that plain as day, and it wasn't until that registered with her that she realized she was clenching her fist.

Kat spun around, reared back her arm, and used the momentum to let it fly.

It wasn't much of a punch, more of a slap really. Though based on sound alone you'd be forgiven for mistaking it with a canon shot. Chrissy hit the ground with a thud, slipping on her own two feet from the force of the blow. She cupped her bruised cheek with one hand as she supported her body with the other. Kat glared down and felt a twinge of satisfaction at the way her little rival stared back up at her, mouth open and eyes wide.

Kat spared the other two horrified toadies but a second's glance before leaning down. Her glare deepened, she bared her teeth, and with all the quiet fury she could muster Kat let Chrissy know exactly what she thought of her.

"Don't _ever_ talk about my boyfriend like that again, _**bitch**_."

Chrissy swallowed the lump in her throat and nodded her head, crab-walking away until she bumped into the legs of the other two girls. After only half-a-minute the two realized they should probably help their friend up and after another minute of scrambling around finally managed to do just that. The girls sped off down the aisles attracting the attention of several other shoppers (and the derision of the ones that had seen the whole thing) and all the while Kat waved them off.

"By girls, see you tomorrow at school, love ya," she called after them, eyes closed and a smile on her face, absolutely relishing the way the sped up when they heard her. Oh yes, tonight she'd be dreaming up all new ways to get back at them. If they thought she was going to be an easy target after this, they were going to learn a very hard lesson indeed.

"So, boyfriend is it?"

Kat's eyes shot open and she spun around to see Lincoln looking at her with what he no-doubt thought to be a suave, perhaps even coy grin, complete with raised eyebrow.

"Ah-uh-eh-um-well-see-er-

Lincoln's laugh was warm and comforting but not as comforting as they way he hooked his arm around hers. Kat blushed as she felt his body rub against hers and before she knew it he was leading her off down towards the food court.

"C'mon, you can tell me all about it over a pretzel. You're buying of course, I can't afford one."

Kat let him lead her for a few more steps until her feet finally caught up with her brain and she was able to meet his pace. She pulled him closer to her and smiled as his head nestled on her shoulder. It was a little awkward, and the fact that she was bit taller than him probably looked a bit silly, but Kat didn't care. She was happy, and more than that it felt good.

It felt… right.

* * *

 **A/N: Well that was fun. This story, much like the others, was the result of a request, this time by a pal o' mine who asked for a nice KatxLincoln fic. While brainstorming we came to agreement that Kat should be a sort of Jerk with a Heart of Gold, a popular and rich girl that hid her emotions under the same facade of meanness she had learned to employ with all things in her life, never realizing that wasn't exactly how normal friends interact until it bites her in the butt. I can say the fellow was quite pleased with the end result and I hope the rest of you will be too.**

 **As always comments and critiques are appreciated, let me know what you thought, and have a lovely day.**


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